FOODSERVICE ASSETS Sample Clauses

FOODSERVICE ASSETS. Prior to the Closing Date, Newco and AHCGC shall, in accordance with all applicable Laws, transfer, convey and deliver to Parent or an Affiliate of Parent (other than Newco, AHCGC or Seller), and Parent or such Affiliate shall accept and assume, all right, title and interest of Newco or AHCGC in and to all (i) Intellectual Property used exclusively in the Foodservice Business, provided that the only registered trademarks, tradenames and patents to be transferred are listed on EXHIBIT 4.33(a)(i), (ii) Intellectual Property listed on EXHIBIT 4.33(a)(ii), (iii) the Contracts relating exclusively to the Foodservice Business, including without limitation, the Contracts set forth on EXHIBIT 4.33(a)(iii) (the "FOODSERVICE CONTRACTS"), (iv) the Molds set forth on EXHIBIT 4.33(a)(iv) together with the Intellectual Property rights therein, exclusive of the Specified Seller Assets and the Intellectual Property set forth on SECTION 2.16(b) of the Disclosure Schedule (the "FOODSERVICE MOLDS"), (v) the employees listed on EXHIBIT 4.33(a)(v) (the "FOODSERVICE EMPLOYEES"), (vi) the Foodservice Inventories and surrounding packaging, (vii) all private label packaging relating exclusively to the Foodservice Business, (viii) all accounts receivable relating exclusively to the Foodservice Business and (ix) all catalogs denoted as foodservice catalogs and all books, records and other documents (or, to the extent applicable, portions thereof) relating exclusively to the Foodservice Business, including pricing and customer lists (with terms of sale), marketing and market research materials, artwork and photography (all of the assets denoted in clauses (i) through (ix) above are collectively referred to as the "FOODSERVICE ASSETS"). Notwithstanding the foregoing, the Foodservice Assets shall not include any of the Section 4.33(b)
Sample 1
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FOODSERVICE ASSETS. Notwithstanding any other provision of this Agreement, Newco and AHCGC shall retain, and shall not transfer to Parent hereunder or otherwise, (i) all manufacturing assets other than the Foodservice Molds (the assets described in clauses (i) are collectively referred to herein as the "SECTION 4.33(b) ASSETS") and (ii) the Specified Seller Assets. Notwithstanding the foregoing, the Section 4.33(b) Assets shall not include any Specified Foodservice Assets.
Sample 1

Related to FOODSERVICE ASSETS

  • 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;

  • Separate Business CAC shall not: (i) fail to maintain separate books, financial statements, accounting records and other corporate documents from those of Funding; (ii) commingle any of its assets or the assets of any of its Affiliates with those of Funding (except to the extent that CAC acts as the Servicer of the Loans); (iii) pay from its own assets any obligation or indebtedness of any kind incurred by Funding (or the Trust); and (iv) directly, or through any of its Affiliates, borrow funds or accept credit or guaranties from Funding.

  • Information Concerning Subadviser Assets and Subadviser From time to time as the Adviser or the Trust reasonably may request in good faith, the Subadviser will furnish the requesting party reports on portfolio transactions and reports on the Subadviser Assets, all in such reasonable detail as the parties may reasonably agree in good faith. The Subadviser will also inform the Adviser in a timely manner of material changes in portfolio managers responsible for Subadviser Assets, any changes in the ownership or management of the Subadviser, or of material changes in the control of the Subadviser. Upon the Trust’s or the Adviser’s reasonable request, the Subadviser will make available its officers and employees to meet with the Trust’s Board of Trustees to review the Subadviser Assets via telephone on a quarterly basis and on a less frequent basis as agreed upon by the parties in person. Subject to the other provisions of this Agreement, the Subadviser will also provide such information or perform such additional acts with respect to the Subadviser Assets as are reasonably required for the Trust or the Adviser to comply with their respective obligations under applicable laws, including without limitation, the Code, the 1940 Act, the Advisers Act, and the Securities Act, and any rule or regulation thereunder.

  • Assumed Business Names Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business: None.

  • 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.

  • The Business The parties acknowledge that the Company is engaged in the development, marketing and sale of certain proprietary technologies, processes and related products in the areas of chemical detection, technical processes, and technical/business services, and that the Company may also from time to time become or may intend to become engaged in other business endeavors (individually and collectively, the "BUSINESS"). The Company shall be deemed to intend to become engaged in a business endeavor if it has devoted or expended any significant resources, either financial or human resources, towards the proposed endeavor, either in planning or implementing the undertaking of such planned endeavor.

  • Business Employees Immediately after the date of this Agreement, Buyer shall offer employment to each Business Employee set forth on Schedule 6.6(a). Buyer shall reimburse Seller for severance obligations (if any) arising as a result of the rejection of Buyer’s offer of employment by any Business Employee. Buyer shall cause each offer of employment to a Business Employee pursuant to this Section 6.6(a) to provide for (i) an annual salary or hourly wage rate (as applicable), (ii) annual and long-term bonus and incentive compensation opportunities (other than incentive compensation opportunities related to the transactions contemplated by this Agreement), and (iii) employee benefit plans, programs and arrangements (collectively “Employment Terms”) that are substantially comparable, in the aggregate, to those provided to Buyer’s employees in similar positions. In addition, Buyer may offer employment to the Business Employees set forth on Schedule 6.6(b), on terms to be mutually agreed upon, at the Buyer’s sole discretion. Buyer shall reimburse Seller for severance obligations (as set forth on Schedule 6.6(c)), actually paid by Sellers or Parent, arising as a result of the rejection of Buyer’s offer of employment by any Business Employee or arising as a result of Buyer’s failure to offer employment to any Business Employee if such Business Employee is terminated by Seller within thirty (30) days of the Closing Date. Any Business Employee who accepts Buyer’s offer of employment pursuant to this Agreement shall be a “Transferred Employee.” Nothing herein shall restrict the right of Buyer or a Subsidiary of Buyer to terminate the employment of any Transferred Employee after the Closing Date. Any reimbursement of severance obligations by Buyer to Seller, as set forth above, shall occur within ten (10) days of a reimbursement request from Seller.

  • 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):

  • Customer Accounts The Bank agrees to establish and maintain the following accounts ("Accounts"):

  • Other Assets Sold Upon receipt of Instructions and except as otherwise provided herein, the Custodian shall receive payment for and deliver other Assets for the account of a Fund as provided in Instructions.

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