Assets Retained Sample Clauses

Assets Retained. The Borrower will not permit the --------------- portion of Undepreciated Real Estate Assets which is subject to no Lien (other than a Permitted Lien) to be less than 150% of the aggregate principal amount outstanding at any time of Debt which is not secured by a Lien on Property of the Borrower or any Subsidiary.
Sample 1
Assets Retained. The parties to this Agreement expressly --------------- understand and agree that notwithstanding the provisions of Section 2.A.1, Seller is not hereunder selling, assigning, transferring or conveying to Buyer the following assets, which shall be specifically excluded from the transactions contemplated by this Agreement (the "Excluded Assets"): a. all cash and cash equivalents up to $300,000 before the close of business on the day immediately preceding the Closing Date, whether held in lock boxes or otherwise; b. any vehicles leased by Seller except those identified on Schedule 2.A.1.a hereto; c. all assets that are used exclusively in the conduct of the business of Spin Physics and/or Impactdata as identified on Schedule 2.A.2.c hereto; d. any inter-company accounts receivable of Seller and Delta; e. certain other miscellaneous assets as identified on Schedule 2.A.2.e hereto; f. any Benefit Plan or any other contract or arrangement providing employee benefits to employees; g. the shares of Datatape International, Inc.; h. the shares of Spin Physics, Inc.; i. all of Seller's claims, causes of action, choses in action, rights of recovery and rights to refunds relating to periods prior to the Closing Time to the extent not related to the Purchased Assets; j. all of Seller's tax and information returns; all correspondence between Seller and its shareholders; all minutes, stock ledger and other corporate documents; provided, however, that upon reasonable notice from Buyer to Seller or its successors-in-interest, Seller or its successors-in-interest shall provide Buyer with access at no charge to any of the foregoing-described material and with copies of any of said documents to the extent such material and documents pertain to the Business and Purchased Assets acquired by Buyer; and k. all of Seller's rights to receive mail and other communications which do not relate in any way to the ownership of the Purchased Assets or the operation of the Business;
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Assets Retained. 7 Section 2.03 Liabilities. . . . . . . . . . . . . . . . . 7 ARTICLE III. CONSIDERATION
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Assets Retained. Not less than 150%
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Assets Retained. The parties to this Agreement expressly understand and agree that GTC is not hereunder selling, assigning, transferring or conveying to Buyers any assets other than the Purchased Assets.
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Assets Retained. Notwithstanding any Schedule hereto or any other provision of this Agreement, IBH shall retain, and Purchaser shall have no rights to, any of the following rights or assets (the "RETAINED ASSETS"): (a) Information or documents in the possession of CORE, INC. ("CORE") or any of its affiliates at a location other than IBH's Irvine, California offices; provided, however, IBH shall provide Purchaser access to and permit Purchaser to make copies of any such documents to the extent the documents are referred to in item 3(i), above; (b) Cash, accounts receivable and bank accounts of IBH; (c) Minute books, corporate and financial records of IBH; (d) Any attorney-client privileged communication or document relating directly or indirectly to IBH's operation of the Business; (e) The trademarks and tradenames "CORE," "WorkAbility," and all derivatives and variations thereof; (f) The WorkAbility program or other intellectual property developed by CORE and its affiliated corporations; (g) The cash management and accounts receivable collection system utilized by IBH in Boston, Massachusetts or Irvine, California. (h) CORE's web site; (i) The telephone switch utilized by both CORE and IBH; and (j) CORE's information system, utilized by IBH, including server(s), e-mail service, and winframes and related items and services, except as specifically indicated in Section 7, below.
Sample 1
Assets Retained. Notwithstanding anything to the contrary in Paragraph 1.1, Seller shall not sell, deliver, transfer, assign or convey, and Buyer shall not purchase the following assets: (a) The assets of Seller's Information Security Systems ("ISS") business division; (b) The cash, cash equivalents, bank accounts, deposits, securities, and accounts receivables posted as of the Effective Date; (c) The capital stock, paid in capital, and retained earnings; (d) Any prepaid items, including but not limited to insurance, workers compensation deposits, unemployment deposits, and deferred income tax prepayments; (e) The Cogent/Nortel Order; (f) The 000-000-0000 telephone number and associated extensions; (g) The 888-Datakey and 000-000-0000 telephone numbers; (h) The domain name "xxxxxxx.xxx";
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Assets Retained. Notwithstanding anything in this Agreement to the contrary, Purchaser is not hereby purchasing any of the following assets of Seller (collectively, the "Excluded Assets"): (a) the assets noted on Schedule 2.02(a); (b) Contracts identified on Schedule 2.02(b); (c) any deposits relating to taxes not assumed by Purchaser; (d) any corporate documents and seals of Seller; and (e) the outstanding capital stock of Seller.
Sample 1
Assets Retained. Notwithstanding anything in this Agreement to the contrary, Purchaser shall not receive the following assets: (i) all cash and cash equivalents, and all bank and other accounts in which any of the foregoing is held; (ii) all orders booked by Seller as of the date hereof, other than the Transferred Orders ("Back Orders"); (iii) all inventory of Seller as of the date hereof and thereafter, including without limitation any inventory for filling Back Orders and inventory in transit ("Inventory"); (iv) all accounts receivable of Seller as of, and resulting from sales under Back Orders or of Inventory following, the date hereof ("Receivables"); (v) refundable income taxes of Seller; (vi) insurance policies relating to the business or operations of Seller and all monies owing from insurance carriers including claims based upon the failure of Seller's former computer system; (vii) minute books, stock transfer books and corporate seal of Seller; (viii) the leases with respect to Seller's offices, including but not limited to 666 Fifth Avenue, New York, Nxx Xxxx xxx Xxxxxx'x xxxxxxxxx xxxxx, wherever located; (ix) any telephone and fax numbers of Seller other than those set forth in Schedule 2.1(a)(i); and
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Related to Assets Retained

  • Fiscal Year End Change, or permit any Subsidiary of any Borrower to change, its fiscal year end.

  • Defined Contribution Plans The Company does not maintain, contribute to or have any liability under (or with respect to) any employee plan which is a tax-qualified "defined contribution plan" (as defined in Section 3(34) of ERISA), whether or not terminated.

  • Financial Statements; Fiscal Year The Current Financials were prepared in accordance with GAAP and present fairly, in all material respects, the consolidated financial condition, results of operations, and cash flows of the Companies as of, and for the portion of the fiscal year ending on the date or dates thereof (subject only to normal audit adjustments). All material liabilities of the Companies as of the date or dates of the Current Financials are reflected therein or in the notes thereto. Except for transactions directly related to, or specifically contemplated by, the Loan Documents or disclosed in the Current Financials, no subsequent material adverse changes have occurred in the consolidated financial condition of the Companies from that shown in the Current Financials. The fiscal year of each Company ends on December 31.

  • Tax Accounting Services (1) Maintain accounting records for the investment portfolio of the Fund to support the tax reporting required for “regulated investment companies” under the Internal Revenue Code of 1986, as amended (the “Code”). (2) Maintain tax lot detail for the Fund’s investment portfolio. (3) Calculate taxable gain/loss on security sales using the tax lot relief method designated by the Trust. (4) Provide the necessary financial information to calculate the taxable components of income and capital gains distributions to support tax reporting to the shareholders.

  • Company Contributions 33.1.1 The Company will make contributions on the Employee’s behalf to a complying superannuation fund which meets the Company’s statutory obligations under applicable superannuation legislation.

  • Fiscal Year; Accounting The Company's fiscal year shall be the calendar year with an ending month of December.

  • Year-End Financials (A) in the case of such financial statements for Fiscal Year 2006, as soon as available by exercise of commercially reasonable efforts by Company and its Subsidiaries, (B) in the case of such financial statements for Fiscal Year 2007, as soon as available and in any event no later than the later of (x) 120 days after the end of such Fiscal Year and (y) the date on which such financial statements have been delivered for Fiscal Year 2006, and (C) in the case of such financial statements for Fiscal Year 2008 and any Fiscal Year thereafter, as soon as available and in any event within 90 days after the end of such Fiscal Year, (a) the consolidated balance sheet of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year (provided that, for the purposes of such comparison only, in the case of Fiscal Year 2007, such figures shall not include purchase accounting adjustments) and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (b) a written analysis or narrative report describing the operations of Company and its Subsidiaries in form reasonably satisfactory to Administrative Agent, and (c) in the case of such consolidated financial statements, a report thereon of Ernst & Young LLP or other independent certified public accountants of recognized national standing selected by Company, which report shall be unqualified, shall express no doubts, assumptions or qualifications concerning the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;

  • Medical/Dental Expense Account The Employer agrees to allow insurance eligible employees to participate in a medical and dental expense reimbursement program to cover co- payments, deductibles and other medical and dental expenses or expenses for services not covered by health or dental insurance on a pre-tax basis as permitted by law or regulation, up to the maximum amount of salary reduction contributions allowed per calendar year under Section 125 of the Internal Revenue Code or other applicable federal law.

  • Special Compensation The Company shall pay to the Executive a lump sum equal to three times the sum of (a) the highest per annum base rate of salary in effect with respect to the Executive during the three-year period immediately prior to the termination of employment plus (b) the Highest Bonus Amount. Such lump sum shall be paid by the Company to the Executive within ten business days after the Executive's termination of employment, unless the provisions of Section 3(e) below apply. The amount of the aggregate lump sum provided by this Section 3(c), whether paid immediately or deferred, shall not be counted as compensation for purposes of any other benefit plan or program applicable to the Executive.

  • Defined Contribution Plan (1) The Employer will establish the following Employer contribution programs in the existing salary deferral plans: » Beginning in 2006 and continuing throughout the term of the Agreement, a performance-based contribution of 1% of each represented employee’s annual payroll earnings will be made