Excluded Assets of Sellers and Companies Sample Clauses

Excluded Assets of Sellers and Companies. Notwithstanding any other provision of this Agreement, the Ancillary Instruments (as hereinafter defined) or the Schedules hereto, the Assets to be conveyed by the Sellers to Buyers hereunder or to be owned by the Companies, in each case as of the relevant Closing Date for the sale of the Business as to which Assets relate, shall not include (i) any deposits or prepaid items, except for the Advance Payments, which Advance Payments will be reflected and thereby reduce the Net Working Capital set forth in the Net Working Capital Certificates; (ii) any corporate record books or similar Records and Files related to the corporate existence of any of the BFI Subsidiaries; (iii) cash (other than petty cash on hand at the various operating locations); (iv) income tax records of the BFI Subsidiaries (provided that Sellers shall cooperate with Buyers following the respective Closing Date in allowing reasonable access to records relating to the Assets or Businesses for purposes of responding to any applicable Government Entity, as hereinafter defined); (v) the use of the name "Browning- Ferris" or any name similar or related theretx; (xx) xxx xxxxxxxxxx relating to "Browning-Ferris" or "BFI" or other intellectual property xx xxx Xxxxxxs, including without limitation, any rights to personal computer or mainframe software; (vii) notes, drafts, accounts receivable or other obligations for the payment of money, made or owed by any Affiliate of any of the Sellers; (viii) the underlying land of the Zanesville Transfer Station (which will be leased to Superior-Ohio pursuant to Section 8.20); (ix) medical waste hauling Contracts for the Columbus Business or Contracts relating to Sellers' Mansfield, Ohio business; (x) the Real Property Lease for the Germantown, Wisconsin property owned by A-1 Service, Inc. or the Schreiner brothers; (xi) any rights of any Affiliate of any of xxx Sellers to any instruments of financial assurance supporting any performance under any Permit or Material Contract; (xii) in accordance with Section 15.4, the Assets of MND and HLC supporting long-term care obligations for the M&N Landfill and the Green Tree Landfill; (xiii) causes of action not related to the Assets, Businesses and Assumed Liabilities; and (xiv) Sellers' claims against, and Accounts Receivable from, REMAC.
Sample 1
AutoNDA by SimpleDocs

Related to Excluded Assets of Sellers and Companies

  • 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 Xxxxxx 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, Xxxxxx shall assume any and all liabilities set forth on Schedule 1.3 hereto (the "EXCLUDED LIABILITIES"). Purchaser agrees that it shall cause Xxxxxx and the Company to execute any and all such bills of sale, deeds, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to Xxxxxx and to assign and/or transfer the Excluded Liabilities to Xxxxxx. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, shall have been or 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.

  • 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:

  • 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;

  • Assets and Properties The Borrower and each of its Subsidiaries has good and marketable title to all of its assets and properties (tangible and intangible, real or personal) owned by it or a valid leasehold interest in all of its leased assets (except insofar as marketability may be limited by any laws or regulations of any Governmental Authority affecting such assets), and all such assets and property are free and clear of all Liens, except Liens permitted under Section 7.3(C). Substantially all of the assets and properties owned by, leased to or used by the Borrower and/or each such Subsidiary of the Borrower are in adequate operating condition and repair, ordinary wear and tear excepted. Neither this Agreement nor any other Loan Document, nor any transaction contemplated under any such agreement, will affect any right, title or interest of the Borrower or such Subsidiary in and to any of such assets in a manner that could reasonably be expected to have a Material Adverse Effect.

  • Assumed Liabilities Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge only the following Liabilities of Seller (collectively, the “Assumed Liabilities”), and no other Liabilities:

  • 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):

  • 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”):

  • Excluded Liabilities Buyer shall not assume and shall not be responsible to pay, perform or discharge any of the following liabilities or obligations of Seller (collectively, the “Excluded Liabilities”):

Time is Money Join Law Insider Premium to draft better contracts faster.