Description of Excluded Assets Sample Clauses

Description of Excluded Assets. Seller shall not, and shall not cause its subsidiaries or affiliates to, sell, convey, transfer or assign to Buyer, and Buyer shall not purchase or acquire from Seller, any of the following assets, which shall remain the sole and exclusive property of Seller (collectively, the "Excluded Assets"): (a) all proprietary computer hardware and software of Seller, Sheraton and its affiliates, including Starwood's Reservation software and SDIC's "forecasting program" financial analysis software and any copyrights relating to any such software, and any Intangible Property involving the names "Sheraton," "ITT," "Caesars," "ITT Sheraton Luxury Collection," including any derivative names and related marks, designs or logos and all proprietary operating manuals and related knowhow; (b) all of SDIC's right, title and interest in and to all books and records, in whatever medium, including digitally or magnetically stored data, files relating to the Business or the Assets, including all financial statements, certified financial reports, gaming tax returns (including supporting , originals of all credit reports and files, including casino files and all books and accounting records relating to the Business or the Assets in the possession or control of SDIC and its subsidiaries and affiliates, save and except the Required Records; provided that upon reasonable request by Buyer, Buyer shall be provided with access and the right to copy the portions of such records that reasonably relate to the Business or the Assets; (c) all corporate charter, minute and stock record books, corporate seals and tax returns and supporting schedules and documents of Sheraton or SDIC or its subsidiaries or affiliates relating to the Business, and all refunds, claims, entitlements or liabilities for income taxes or other taxes of any type whatsoever which SDIC or its subsidiaries or affiliates may hereafter receive or be responsible for by reason of its ownership of the Assets or operation of the Business prior to the Transfer Time; provided that upon reasonable request by Buyer, Buyer shall be provided with the access and the right to copy the portions of such tax materials that reasonably relate to the Business or the Assets; (d) except as otherwise specifically provided for in this Agreement, all insurance policies relating to the Business or the Assets and all rights and claims thereunder, including refund claims; (e) all claims and litigation and causes of action, and any tax refunds relating...
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Description of Excluded Assets. Seller shall not sell, convey, transfer or assign to Purchaser, and Purchaser shall not purchase or acquire from Seller, any of the following assets, which shall remain the sole and exclusive property of Seller (collectively, the "Excluded Assets"): (a) all original taxpayer copies of tax returns and original supporting schedules and documents of Seller and all refunds, claims, entitlements or liabilities for income taxes or other taxes of any type whatsoever which Seller may hereafter receive or be responsible for by reason of its ownership of the Assets or operation of the Businesses; (b) all of Seller's cash on hand and/or on deposit in banks or other financial institutions, cash equivalents, coins, trade deposits, Casino cage, slot banks, coin/cash/ticket redemption machines, letters of credit, certificates of deposit, prepaid accounts and deposits, whether or not such assets relate to the Seller's ownership of Assets and/or the operation of the Business except as provided in Section 14.1; (c) the computer software and hardware used in the operation of the Western Hotel & Casino, the Gold Spike Hotel & Casino and, in part, the Las Vegas Club Hotel & Casino and Union Plaza Hotel & Casino to the extent such are utilized in the operation of the El Xxxxxx Hotel & Casino and as identified in Schedule 2.4(c); (d) the business assets of Exber, Inc. used exclusively in the operation of the El Xxxxxx Hotel & Casino and Xxxxx Hotel as specifically set forth in Schedule 2.4(d) except as provided in Section 2.5, or those assets not associated with or used in the Businesses, however Seller acknowledges its obligations to transfer the real property identified in Schedule 2.2(a)(i); (e) all life insurance policies purchased by Seller; (f) all directors' and officers' liability policies purchased by Seller; (g) all policies of liability, casualty, or property insurance issued to Seller as of the Closing Date ; (h) to the extent Purchaser does not assume liabilities relating to any of Seller's employee benefit plans, the assets of such plans; (i) all Seller's corporate minute books and any books or records pertaining exclusively to assets owned by Seller which are not sold or transferred to Purchaser; (j) all rights of Seller to payments from insurance for events happening or matters occurring prior to Closing to the extent any damage for which coverage is sought has been fully repaired to Purchaser's reasonable satisfaction, otherwise such insurance receivable shall b...
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Description of Excluded Assets. Seller is not selling, and Buyer ------------------------------ is not purchasing, any of the following assets (the "Excluded Assets"): ---------------
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Description of Excluded Assets. The “Excluded Assets” shall consist of the following (and only the following) assets, properties and rights of Seller: (a) all cash on hand in Seller’s bank accounts (net of all “cut” but un-cashed checks outstanding as of the close of business on the Business Day immediately preceding the Closing Date) and all marketable securities owned by Seller, in each case as of the close of business on the Business Day immediately preceding the Closing Date (the “Cash Equivalents”); (b) all employee, employee benefit and payroll records that Seller is required by applicable Laws to retain in its possession; (c) all rights under and with respect to the certificate of incorporation, bylaws, minute books and Tax returns of Seller; (d) all rights of Seller under this Agreement; (e) all rights and benefits arising from claims and litigation regarding the Excluded Assets and the Retained Liabilities; and (f) all personal vehicles, personal prepaid insurance premiums and other personal property which was not purchased by the Seller but is located on the Seller’s premises and which is listed on Schedule 1.3.
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Description of Excluded Assets. Seller is not selling, and Buyer is not purchasing, any of the following assets (the "Excluded Assets"): (a) Any rights under those certain Contracts (as defined in Section 2.6 of this Agreement) which are not among the Assumed Contracts; (b) Any securities or indebtedness issued by Seller which are not reflected on the Balance Sheet (as defined in Section 2.4 of the Agreement); (c) Any and all prescription drugs or controlled substances the possession of which requires the holder to possess (i) a United Stated Drug Enforcement Administration Controlled Substance Registration Certificate, (ii) a state controlled substances registration or (iii) a state pharmacy license; (d) Any and all over-the-counter drugs; (e) The shareholder or employee notes (or other such obligations) in favor of Seller which are listed on Schedule 1.3(e); and (f) The assets listed on Schedule 1.3(f).
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Related to Description of Excluded Assets

  • 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).

  • Location of Equipment and Inventory All Equipment and Inventory are (i) located at the locations indicated on Schedule 4 (ii) in transit to such locations or (iii) in transit to a third party purchaser which will become obligated on a Receivable to the Debtor upon receipt. Except for Equipment and Inventory referred to in clauses (ii) and (iii) of the preceding sentence, the Debtor has exclusive possession and control of the Inventory and Equipment.

  • 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.

  • 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”).

  • Description of Assets Upon the terms and subject to the conditions set forth in this Agreement, Seller does hereby grant, convey, sell, transfer and assign to Buyer the following assets, properties and contractual rights of Seller, wherever located, subject to the exclusions hereinafter set forth: (a) all equipment used or for use in the operation of the Business, including, without limitation, the equipment listed on Schedule 1.1(a) attached hereto and made a part hereof (the "Equipment"); (b) all of the motor vehicles used or for use in the Business, and all radios, attachments, accessories and materials handling equipment now located in or on such motor vehicles (the "Rolling Stock"), as the same are listed and more completely described by manufacturer, model number and model year on Schedule 1.1(b), attached hereto and made a part hereof; (c) all manual and automated routing and billing information and components thereof; (d) all contractual rights of Seller with Seller's customers (whether oral or in writing) relating to the conduct of the Business (the "Customer Accounts"), and all commitments, lists, leases, permits, licenses, consents, approvals, franchises and other instruments relating to the Customer Accounts (the "Related Approvals"); a complete and accurate list of the Customer Accounts and the Related Approvals is set forth on Schedule 1.1(d), attached hereto and made a part hereof, and true and complete copies of all Customer Accounts and Related Approvals shall be delivered to Buyer simultaneously with the execution and delivery of this Agreement; (e) all of Seller's inventory of parts, tires and accessories of every kind, nature and description used or for use in connection with the Business (the "Inventory"); (f) all right, title and interest of Seller in and to all trade secrets, proprietary rights, symbols, trademarks, service marks, logos and trade names used in the Business; (g) all permits, licenses, franchises, consents and other approvals relating to the Business set forth on Schedule 1.1(g), attached hereto and made a part hereof (the "Permits"), true and complete copies of which are attached to Schedule 1.1(g); (h) Seller's leasehold interest in the Land; (i) all of Seller's right, title and interest in and to the name "Suburban Wastewater Services Inc." and the right to use such name (the "Business Name"); (j) all of Seller's existing documents, files and other material related to all current or past customers of the Business; (k) all of Seller's shop tools, nuts and bolts relating to the Business; and (l) all of the goodwill of the Business. All of the foregoing assets, properties and contractual rights are hereinafter sometimes collectively called the "Assets."

  • Property Inventory and Protection of Assets Grantee will; 1. maintain an inventory of equipment, supplies defined as controlled assets, and property described in this Contract and submit to the assigned contract manager, upon request. 2. maintain, repair, and protect assets under this Contract to assure their full availability and usefulness. 3. if Grantee is indemnified, reimbursed, or otherwise compensated for any loss of, destruction of, or damage to the assets provided or obtained under this Contract, use the proceeds to repair or replace those assets.

  • Intellectual Property The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Title to Intellectual Property a) All right, title and interest in and to Foreground Intellectual Property prepared, conceived or developed by the Supplier/Service Provider, its researchers, agents and employees shall vest in Transnet and the Supplier/Service Provider acknowledges that it has no claim of any nature in and to the Foreground Intellectual Property. The Supplier/Service Provider shall not at any time during or after the termination or cancellation of this Agreement dispute the validity or enforceability of such Foreground Intellectual Property, or cause to be done any act or anything contesting or in any way impairing or tending to impair any part of that right, title and interest to any of the Foreground Intellectual Property and shall not counsel or assist any person to do so. b) Transnet shall be entitled to seek protection in respect of the Foreground Intellectual Property anywhere in the world as it shall decide in its own absolute discretion and the Supplier/Service Provider shall reasonably assist Transnet in attaining and maintaining protection of the Foreground Intellectual Property. c) Where the Foreground Intellectual Property was created by the Supplier/Service Provider or its researchers, agents and employees and where Transnet elects not to exercise its option to seek protection or decides to discontinue the financial support of the prosecution or maintenance of any such protection, Transnet shall notify the Supplier/Service Provider who shall have the right of first refusal to file or continue prosecution or maintain any such applications and to maintain any protection issuing on the Foreground Intellectual Property. d) No consideration shall be paid by Transnet to the Supplier/Service Provider for the assignment of any Foreground Intellectual Property from the Supplier/Service Provider to Transnet, over and above the sums payable in terms of this Agreement. The Supplier/Service Provider undertakes to sign all documents and do all things as may be necessary to effect, record and perfect the assignment of the Foreground Intellectual Property to Transnet. e) Subject to anything contrary contained in this Agreement and/or the prior written consent of Transnet [which consent shall not be unreasonably be withheld], the Supplier/Service Provider shall under no circumstances be entitled as of right, or to claim the right, to use Transnet’s Background Intellectual Property and/or Foreground Intellectual Property.

  • Physical Inventories (a) Cause not less than two physical inventories to be undertaken, at the expense of the Loan Parties, in each Fiscal Year and periodic cycle counts, in each case consistent with past practices, conducted by such inventory takers as are reasonably satisfactory to the Collateral Agent and following such methodology as is consistent with the methodology used in the immediately preceding inventory or as otherwise may be reasonably satisfactory to the Collateral Agent. The Collateral Agent, at the expense of the Loan Parties, may participate in and/or observe each scheduled physical count of Inventory which is undertaken on behalf of any Loan Party. The Lead Borrower, within 30 days following the completion of such inventory, shall provide the Collateral Agent with a reconciliation of the results of such inventory (as well as of any other physical inventory or cycle counts undertaken by a Loan Party) and shall post such results to the Loan Parties’ stock ledgers and general ledgers, as applicable. (b) Permit the Collateral Agent, in its Permitted Discretion, if any Event of Default exists, to cause additional such inventories to be taken as the Collateral Agent determines (each, at the expense of the Loan Parties).

  • DESCRIPTION OF EXISTING INDEBTEDNESS Among other indebtedness which may be owing by Borrower to Bank, Borrower is indebted to Bank pursuant to, among other documents, a Second Amended and Restated Loan and Security Agreement, dated March 5, 1999, as may be amended from time to time, (the "Loan Agreement"). The Loan Agreement provided for, among other things, a Revolving Commitment in the original principal amount of Ten Million Dollars ($10,000,000). Defined terms used but not otherwise defined herein shall have the same meanings as in the Loan Agreement. Hereinafter, all indebtedness owing by Borrower to Bank shall be referred to as the "Indebtedness."

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