Assignment of Excluded Assets Sample Clauses

Assignment of Excluded Assets. Prior to Closing, the Company shall and shall cause the Company and Company Subsidiaries, as applicable, to convey or assign the Excluded Assets to the Company Member Interest Holders or their respective designees, as appropriate.
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Assignment of Excluded Assets. At Closing, Buyers shall cause Mountain to assign to DCRI all of the Mountain Receivables, and to enter into a written arrangement with DCRI as to the collection of the Mountain Receivables.
Sample 1
Assignment of Excluded Assets. At Closing, Seller is causing the Company to convey and assign to Seller, and Seller is accepting, the Excluded Assets. The Excluded Assets are being conveyed and assigned pursuant to that certain Conveyance, Assignment, and Bill xx Sale (Excluded Assets) in a form acceptable to Buyer and Seller (the "Excluded Asset Conveyance"). To the extent of any conflict between the terms and provisions of this Agreement and the Excluded Asset Conveyance, this Agreement shall control and govern.
Sample 1
Assignment of Excluded Assets. Energy Steel and Seller shall execute and deliver an Assignment and Assumption of Excluded Assets in form and substance satisfactory to Xxxxxx and Buyer.
Sample 1
Assignment of Excluded Assets. Upon the terms and subject to the conditions hereinafter set forth: (a) Immediately prior to the Acquisition Closing, and after taking into account all adjustments to the Intercompany Debt relating to reversals of accruals contemplated by the Stock Purchase Agreement, the Intercompany Debt shall be converted into additional capital of SCI in the manner provided in the Stock Purchase Agreement, and such Intercompany Debt shall thereafter be extinguished. (b) At the Acquisition Closing, SMI shall, or at the direction of SCI the applicable SMI Entity shall distribute or cause to be distributed to DCI or one or more Affiliates of DCI designated in writing by DCI free and clear of all Encumbrances, and DCI or such designee(s) shall accept and acquire from SMI, all of the Excluded Assets by way of partial liquidating distribution. To the extent that SASCO is the legal, beneficial or record owner of any of the Excluded Assets, SMI shall cause SASCO to take all actions necessary or appropriate to convey and transfer such Excluded Assets to SMI free and clear of all Encumbrances immediately before the Acquisition Closing to permit SMI and SCI to comply with this SECTION 2.1(b). (c) The value of the Excluded Assets (the "Excluded Assets Value") as of the Acquisition Closing shall be equal to the net book value of the Excluded Assets as shown on the Unaudited Closing Balance Sheet or in notes thereto. (d) SMI shall prepare and deliver to DCI the Unaudited Closing Balance Sheet at least five (5) Business Days before the date of the Acquisition Closing. Based on the Unaudited Closing Balance Sheet, DCI and SMI shall calculate and agree upon the Excluded Assets Value. Upon DCI's request, SMI shall make available to DCI and DCI's representatives, prior to the Acquisition Closing, such workpapers and records as DCI shall reasonably request to verify any information presented in the Unaudited Closing Date Balance Sheet relating to the Excluded Assets.
Sample 1
Assignment of Excluded Assets. No later than immediately prior to the Closing, the Company shall, and Sellers shall cause the Company to, convey, assign, transfer and deliver to the applicable Seller or Sellers’ designees, either (at Sellers’ direction) (i) without the payment of consideration as a distribution with respect to Sellers’ interest in the Interests or (ii) for the payment of nominal consideration, and such Seller or Sellers’ designee shall acquire and take assignment and delivery from the Company of, all rights, title and interest of the Company in and to the Excluded Assets, free and clear of all Liens created by Parent or its Affiliates. Notwithstanding anything to the contrary contained in this Agreement, following the pre-Closing transaction provided for in the previous sentence, the Company’s remaining assets will not include the Excluded Assets, and any reference in the representations, warranties, covenants and agreements in this Agreement to the assets of the Company will not include the Excluded Assets.
Sample 1
Assignment of Excluded Assets. Prior to the Closing, Xxxxx and, as applicable, each Subsidiary shall execute and deliver to GSAC a Xxxx of Sale and Assignment in a form reasonably satisfactory to the Parties (the "Xxxx of Sale"), pursuant to which the Xxxxx Parties will assign and transfer to GSAC (directly or indirectly through Xxxxx) as a dividend, for no additional consideration, all of their Excluded Assets effective as of a time immediately prior to the Closing and the making of the 338 Election.
Sample 1
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Related to Assignment of Excluded Assets

  • Intellectual Property Assignment The Assignor assigns to the Company, its successors and assigns, for good and sufficient consideration in connection with execution of the Operating Agreement dated DATE , the entire right, title and interest in Intellectual Property and the associated rights and causes of action (as defined below) relating to the Company. Assignor’s continuing membership in the Company is also conditioned on the assignment to the Company of Assignor’s rights in respect of any Intellectual Property created by Assignor during his/her term of membership in the Company.

  • Assignment of Assets Subject to Sections 1.1 and 1.2, Assignor does hereby grant, assign, bargain, sell and transfer to Assignee, its successors and assigns, in trust, for the benefit of all the Assignor’s creditors generally, all of the property and assets of Assignor of every kind and nature wherever situated, whether in possession, reversion, remainder or expectancy, both real and personal, and any interest or equity therein not exempt from the enforcement of a money judgment, including, without limitation, all inventory, merchandise, goods, furniture, fixtures, machinery, equipment, raw materials, work in process, accounts, general intangibles, intellectual property, deposits, books, records, fixtures, cash on hand, bank accounts, tax refunds, all choses in action, insurance policies and refunds and all other property of every kind and nature owned by Assignor, or in which Assignor has an interest (the “Assignment Estate”).

  • Excluded Assets Notwithstanding anything to the contrary in this Agreement, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”): (a) all cash, cash equivalents (including marketable securities and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Seller; (b) all rights under any Contracts, including those listed on Schedule 2.02(b), but excluding the Assumed Contracts; (c) all Company Plans and attributable assets of, or relating to, such plans, including all records, Contracts and arrangements associated with such Company Plans; (d) any Intellectual Property of Seller not Related to the Business; (e) Seller’s Organizational Documents and minute and equity ownership books and records having to do with the company organization or existence of Seller and its company seal; (f) all rights, claims, credits, causes of action or rights of set-off that Seller may have arising under this Agreement or as a result of the consummation of the transactions contemplated hereby; (g) any refunds of Taxes for any Pre-Closing Tax Period or for which Seller is liable pursuant to Section 6.12; (h) the Tax Returns and Tax records and reports of Seller other than those that are Purchased Assets; (i) all insurance policies of Seller, including claims thereunder and any claims or benefits in, to or under any express or implied warranties from suppliers of goods or services relating to Inventory sold by Seller prior to Closing; (j) all of Seller’s intercompany account balances with its Affiliates, including those related to the Products; (k) all assets, properties, and interests rights primarily used in or held for use in connection with the operation of Seller’s wound care and urology business; (l) the rights that accrue or will accrue to Seller under this Agreement and the other Transaction Documents; and (m) the other assets of Seller that are identified on Schedule 2.02(m).

  • Assignment of Intellectual Property The Executive hereby assigns to the Company or its designees, without further consideration and free and clear of any lien or encumbrance, the Executive’s entire right, title and interest (within the United States and all foreign jurisdictions) to any and all inventions, discoveries, improvements, developments, works of authorship, concepts, ideas, plans, specifications, software, formulas, databases, designees, processes and contributions to Confidential Information created, conceived, developed or reduced to practice by the Executive (alone or with others) during the Term which (i) are related to the Company’s current or anticipated business, activities, products, or services, (ii) result from any work performed by Executive for the Company, or (iii) are created, conceived, developed or reduced to practice with the use of Company property, including any and all Intellectual Property Rights (as defined below) therein (“Work Product”). Any Work Product which falls within the definition of “work made for hire”, as such term is defined in the U.S. Copyright Act, shall be considered a “work made for hire”, the copyright in which vests initially and exclusively in the Company. The Executive waives any rights to be attributed as the author of any Work Product and any “droit morale” (moral rights) in Work Product. The Executive agrees to immediately disclose to the Company all Work Product. For purposes of this Agreement, “Intellectual Property” shall mean any patent, copyright, trademark or service xxxx, trade secret, or any other proprietary rights protection legally available.

  • Intellectual Property Assets Priveco and its subsidiaries own or hold an interest in all intellectual property assets necessary for the operation of the business of Priveco and its subsidiaries as it is currently conducted (collectively, the “Intellectual Property Assets”), including: (i) all functional business names, trading names, registered and unregistered trademarks, service marks, and applications (collectively, the “Marks”); (ii) all patents, patent applications, and inventions, methods, processes and discoveries that may be patentable (collectively, the “Patents”); (iii) all copyrights in both published works and unpublished works (collectively, the “Copyrights”); and (iv) all know-how, trade secrets, confidential information, customer lists, software, technical information, data, process technology, plans, drawings, and blue prints owned, used, or licensed by Priveco and its subsidiaries as licensee or licensor (collectively, the “Trade Secrets”).

  • Assignment of Collateral There is no material collateral securing any Mortgage Loan that has not been assigned to the Purchaser.

  • Trademark Assignment Upon the request of Theravance, GSK shall prepare a global assignment to Theravance of any Trademark extensively and publicly used by GSK and Theravance in connection with the Terminated Respiratory Development Alliance Product. If Theravance elects to record the Assignment, Theravance shall undertake such recordal tasks and shall bear the costs and fees associated with the recordal, including but not limited to all filing fees, agent fees, and costs of notarization and legalizations. GSK shall cooperate with Theravance as reasonably necessary. Notwithstanding the foregoing, in the event that any Trademark is used by GSK on any other product, GSK shall not assign such Trademark as contemplated in the preceding sentence but shall license such Trademark to Theravance on a non-exclusive basis and subject to any further license terms to be agreed by the Parties in good faith at the time.

  • Intellectual Property Agreements Borrower shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Borrower's rights and interests in any property included within the definition of the Intellectual Property Collateral acquired under such contracts.

  • Intangible Property Intangible and intellectual property of this award shall generally follow provisions established in 2 CFR § 200.315.

  • Assignment of Company Inventions Inventions assigned to the Company or to a third party as directed by the Company pursuant to the subsection titled Government or Third Party are referred to in this Agreement as “Company Inventions.” Subject to the subsection titled Government or Third Party and except for Inventions that I can prove qualify fully under the provisions of California Labor Code section 2870 and I have set forth in Exhibit A, I hereby assign and agree to assign in the future (when any such Inventions or Intellectual Property Rights are first reduced to practice or first fixed in a tangible medium, as applicable) to Company all my right, title, and interest in and to any and all Inventions (and all Intellectual Property Rights with respect thereto) made, conceived, reduced to practice, or learned by me, either alone or with others, during the period of my employment by Company. Any assignment of Inventions (and all Intellectual Property Rights with respect thereto) hereunder includes an assignment of all Moral Rights. To the extent such Moral Rights cannot be assigned to Company and to the extent the following is allowed by the laws in any country where Moral Rights exist, I hereby unconditionally and irrevocably waive the enforcement of such Moral Rights, and all claims and causes of action of any kind against Company or related to Company’s customers, with respect to such rights. I further acknowledge and agree that neither my successors-in-interest nor legal heirs retain any Moral Rights in any Inventions (and any Intellectual Property Rights with respect thereto).

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