Identified Assets Sample Clauses

Identified Assets. For six (6) months after Closing, either Party may identify any asset or property that such Party reasonably believes is a Transferred Asset that was not transferred at Closing or an Excluded Asset that was transferred at Closing (each, an “Identified Asset”) and request in writing that such other Party promptly assign, transfer, convey or deliver such Identified Asset to such Party. Unless either Party contests in good faith the identification of such asset or property as a Transferred Asset or an Excluded Asset, as the case may be, within ten (10) Business Days of such written request by providing written notice thereof to the other Party and specifying in detail the basis for its objection (such notice, an “Dispute Notice”), such other Party shall promptly assign, transfer, convey or deliver such Identified Asset to the other Party, which from such time shall be deemed a Transferred Asset or an Excluded Asset, as the case may be, for all purposes of this Agreement. In the event that either Party contests in good faith the identification of an asset or property as Transferred Asset or an Excluded Asset, as the case may be, in accordance with the immediately preceding sentence of this Section 5.26, then the Parties shall reasonably cooperate with each other in the resolution of such dispute, and if such dispute is not resolved within 30 days of either Party providing an Dispute Notice, then the Parties shall submit such dispute to a Third Party arbitrator reasonably acceptable to each Party for binding resolution.
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Identified Assets. Notwithstanding anything herein to the contrary, following the execution of this Agreement and on or prior to the Closing, the Company and the Company Subsidiaries shall, in accordance with that certain Securities Purchase Agreement, dated as of November 23, 2015, by and between MPI Research Inc. and the other parties signatory thereto, (the “2015 Agreement”) sell, transfer, assign, liquidate or otherwise dispose of each of the assets set forth on Schedule ‎5.15 prior to Closing (such assets, the “Identified Assets”). Buyer hereby acknowledges that any proceeds from any such transfer shall be treated as set forth in the 2015 Agreement.
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Identified Assets. 4 Indebtedness............................................................................................................................. 69
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Identified Assets. Following the execution of this Agreement, Bancshares and the Bank shall use commercially reasonable efforts to eliminate from the books of the Bank and, if applicable, Bancshares, by collection, sale, assignment, distribution in the form of a dividend, or otherwise each loan and the related promissory note identified on Schedule 7.9 being delivered by SWB to Bancshares in conjunction with the execution and delivery of this Agreement (each, an “Identified Asset”). For the purposes hereof, the term Identified Asset shall include any real or personal property accepted prior to the Closing in satisfaction or partial satisfaction of a loan constituting an Identified Asset, by deed-in-lieu, foreclosure or otherwise. Any such sale, assignment or transfer of an Identified Asset made on or after the Measurement Date shall be made and reflected for all purposes on the books of the Bank and/or Bancshares (as applicable), as of the Measurement Date and shall be without recourse to or a warranty by the Bank or Bancshares of any kind. In the event an Identified Asset is assigned to an Affiliate of Bancshares for the purpose of facilitating the transfer of the beneficial interest in one or more Identified Assets to the shareholders of Bancshares, such assignment shall be made in compliance with the provisions of the Banking Affiliates Act and the regulations issued thereunder to the extent applicable to such transfer. In connection with any such assignment of a loan constituting an Identified Asset, the Bank shall also assign any and all collateral for such loan in which the Bank has an interest. In the event any Identified Asset remains on the books of the Bank or Bancshares as of the last Business Day prior to the Closing, the Bank shall, prior to the Closing, cause each such Identified Asset to be charged off of the books of the Bank (or, if applicable, Bancshares) in full, which charge-off shall be made, and reflected for all purposes on the books of the Bank and/or Bancshares, as of the Measurement Date.
Sample 1
Identified Assets. PART A DIAGEO ASSETS All Intellectual Property Assets relating wholly to the Brands set out in paragraph 1 or 2 of Part A of Schedule 2. All Intellectual Property Assets that are not referred to in paragraph 1 or paragraph 3 of Part A or Part B of this Schedule 1 and that have been used wholly in relation to one of the following product categories and that can be completely separated from other Intellectual Property Assets:
Sample 1

Related to Identified 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:

  • Excluded Assets Notwithstanding the foregoing, the Purchased Assets shall not include the following assets (collectively, the “Excluded 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;

  • Title to Assets and Properties (a) The Company and each of its Subsidiaries has good and valid title to all their respective material assets and properties (including those shown on the Balance Sheet) which are, individually or in the aggregate, material to the Company’s business or financial condition on a consolidated basis (except assets and properties which are no longer used or useful in the conduct of their businesses and those assets and properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent in all material respects with past practice), free and clear of all Liens, except for (x) Permitted Liens; (y) mortgages deeds of trust, security interests or other encumbrances on title related to indebtedness reflected on the consolidated financial statements of the Company included in the Filed Company SEC Documents; and (z) such other imperfections or irregularities of title or other Liens that, individually or in the aggregate, do not and could not reasonably be expected to materially affect the use of the properties or assets subject thereto or otherwise materially impair business operations as presently conducted or as currently proposed by the Company’s management to be conducted. All properties used in the operations of the Company’s business are reflected on the Balance Sheet to the extent required under GAAP to be so reflected. The rights, properties and assets presently owned, leased or licensed by the Company and its Subsidiaries include all rights, properties and assets necessary to permit the Company and its Subsidiaries to conduct their business in all material respects in the same manner as their businesses have been conducted prior to the date hereof; provided, that no representation is made in this Section 3.16 regarding Intellectual Property.

  • 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 and 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 Transaction 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 would have or could reasonably be expected to have a Material Adverse Effect.

  • Leased Assets The term "Leased Assets" shall have the meaning ascribed thereto in Section 3.6.

  • Title to Tangible Assets The Company and its Subsidiaries have good title to their properties and assets and good title to all their leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than or resulting from taxes which have not yet become delinquent and minor liens and encumbrances which do not in any case materially detract from the value of the property subject thereto or materially impair the operations of the Company and its Subsidiaries and which have not arisen otherwise than in the ordinary course of business.

  • Net Tangible Assets Purchaser shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining after the closing of the Purchaser Share Redemption.

  • Title to Assets; Real Property (a) The Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):

  • Retained Assets Notwithstanding anything to the contrary in Sections 2.1 through 2.9 or elsewhere herein, the Assets do not include the following (the “Retained Assets”):

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