Exclusion of Certain Assets Sample Clauses

Exclusion of Certain Assets. Prior to Closing, Seller shall cause the Company to convey to Seller or other Affiliates of Seller, all rights, titles and interests of the Company in or to the assets described on attached Schedule 3.1.
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Exclusion of Certain Assets. Prior to Closing, Seller shall cause the Companies to convey to Seller or other Affiliates of Seller, all rights, titles and interests of the Companies in or to the following assets: (i) all accounts receivable of the Companies outstanding as of the Adjustment Time, including but not limited to accounts receivable of refiners; (ii) all gold, silver and other precious metals in doré or more refined form as of the Adjustment Time; (iii) all Precious Metals In Circuit as of the Adjustment Time; (iv) all cash and cash equivalents; and (iv) the other assets described on attached Schedule 3.1.
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Exclusion of Certain Assets. 1. Section 2.1(c)(i)(B) of the Purchase Agreement is hereby amended by inserting the following at the beginning thereof: “the Aquantum and RCOM Assets,”.
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Exclusion of Certain Assets. This letter will confirm that certain assets formerly included as assets on the financial statements of the branch office operations of Shaanxi International will be excluded from the Purchased Assets:
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Exclusion of Certain Assets. The Parties acknowledge and agree that the Company's interests in the assets listed on Schedule 2.4 are intended to and shall be retained by Seller and not acquired by Buyer as a result of the purchase and sale of the Purchased Shares pursuant to this Agreement. Accordingly, as an integral part of the sale of Purchased Shares pursuant to this Agreement, on or immediately prior to the Closing Date, but in any event prior to the Closing, the Company shall transfer to Seller, and Seller will assume, all of the Company's assets, properties and rights, subject to the liabilities and obligations related thereto, set forth on Schedule 2.4, subject to any changes thereto arising in the ordinary course of business between the date hereof and the Closing Date (the "Retained Assets"). In consideration for the transfer to Seller of the Retained Assets, the Company will redeem that number of shares (the "Redeemed Shares") of the Company which bears the same ratio to the total number of Shares as the value of the Retained Assets bears to the total value of the Company immediately prior to such redemption; the Parties shall reasonably cooperate to determine such relative values.
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Exclusion of Certain Assets. Notwithstanding anything to the contrary in this Agreement, set forth on Schedule 6.5(a) hereto are the assets of the Companies or the Subsidiaries to be transferred by the Companies or the Subsidiaries to Parent or one or more of its subsidiaries prior to the Closing and excluded from the transactions contemplated by this Agreement (the “Excluded Assets”), such that Buyer shall not acquire any interest in the Excluded Assets by virtue of its purchase of the Shares hereunder.
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Exclusion of Certain Assets. In Case No. GM-2020-0292, Spire recently filed an application to transfer distribution system assets to Saint Louis University. If the application is approved by the Commission, and to the extent the assets are included in Spire East’s current ISRS rates, Xxxxx agrees to quantify and remove the amounts in its next Spire East ISRS filing. WHEREFORE, the signatories respectfully request the Commission issue an order approving this Unanimous Stipulation and Agreement as a resolution of the issues of the ISRS revenue requirement to be approved by the Commission in the above captioned cases.
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Related to Exclusion of Certain Assets

  • Exclusion of Certain Transactions (i) If the Company or the Operating Partnership shall propose to enter into any transaction in which the Advisor, any Affiliate of the Advisor or any of the Advisor’s directors or officers has a direct or indirect interest, then such transaction shall be approved by a majority of the Board not otherwise interested in such transaction, including a majority of the Independent Directors.

  • Exclusion of Certain Warrants The Company agrees that the redemption rights provided in Section 6.1 shall not apply to the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company) if at the time of the redemption such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants continue to be held by the Sponsor or any Permitted Transferees, as applicable. However, once such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants are transferred (other than to Permitted Transferees under Section 2.6), the Company may redeem the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if the Post-IPO Warrants permit such redemption by their terms) pursuant to Section 6.1 hereof, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants to exercise the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants prior to redemption pursuant to Section 6.1. The Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company) that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants and shall become Public Warrants under this Agreement.

  • Exclusion of Certain Damages TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  • Notification of Certain Matters The Company and Parent shall promptly notify each other of (a) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

  • Effect of Certain Events (a) If at any time the Company proposes (i) to sell or otherwise convey all or substantially all of its assets or (ii) to effect a transaction (by merger or otherwise) in which more than 50% of the voting power of the Company is disposed of (collectively, a "Sale or Merger Transaction"), in which the consideration to be received by the Company or its shareholders consists solely of cash, the Company shall give the holder of this Warrant thirty (30) days' notice of the proposed effective date of the transaction specifying that the Warrant shall terminate if the Warrant has not been exercised by the effective date of the transaction.

  • Termination of Certain Rights The Company’s obligations under Sections 4.1 and 4.2 above will terminate upon the closing of the Company’s initial public offering of Common Stock pursuant to an effective registration statement filed under the Securities Act, or upon a merger, acquisition or other business combination in which the holders of the Company’s outstanding capital stock immediately prior to the transaction do not retain a majority of the voting capital stock in the surviving corporation.

  • Termination of Certain Provisions To the extent any covenant, representation, obligation or consent requirement herein is said to be for the benefit of the Lenders or of the Collateral Agent, such provision shall, with respect to the Lenders or the Collateral Agent, be deemed to terminate upon the payment of all outstanding Loans and the termination of the Credit Agreement.

  • Effect of Certain Transactions Subject to Section 9, in the event of (a) the liquidation or dissolution of the Company or (b) a merger or consolidation of the Company (a “Transaction”), the Option shall continue in effect in accordance with its terms, except that following the Transaction either (i) each outstanding Option shall be treated as provided for in the plan of liquidation or dissolution adopted, or the agreement entered into, in connection with the Transaction or (ii) if not so provided in such plan or agreement, the Optionee shall be entitled to receive in respect of each share of Common Stock subject to the Option, upon exercise of the Option, the same number and kind of stock, securities, cash, property or other consideration that each holder of a share of Common Stock was entitled to receive in the Transaction in respect of a share of Common Stock; provided, however, that such stock, securities, cash, property, or other consideration shall remain subject to all of the conditions, restrictions and performance criteria which were applicable to the Option prior to such Transaction.

  • Notification of Certain Events Prior to the expiration of this Warrant pursuant to Section 8, in the event that the Company shall authorize:

  • Transfers of Certain Rights Except as otherwise provided for in Section 8 hereof, the rights granted to the Investors in this Agreement may be transferred by the Investor to a Qualified Buyer or a Permitted Transferee (provided such Permitted Transferee or Qualified Buyer holds at least fifty percent (50%) of the Shares or the Series B Conversion Shares purchased by such Investor at the Closing), and by such transferee to a subsequent Qualified Buyer or Permitted Transferee (provided such Qualified Buyer or Permitted Transferee holds at least fifty percent (50%) of the Shares or Series B Conversion Shares purchased by the original Investor at the Closing). Any Permitted Transferee or Qualified Buyer to whom rights under this Agreement are transferred shall (a) as a condition to such transfer, deliver to the Company a written instrument by which such Permitted Transferee or Qualified Buyer agrees to be bound by the obligations imposed upon the Investor under this Agreement to the same extent as if she, he or it were an Investor under this Agreement and (b) be deemed to be an investor hereunder.

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