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:
(a) all machinery, equipment, tools, vehicles, furniture, furnishings, leasehold improvements, goods and any rights under lease to use such machinery, vehicles, furnishings and equipment and those items of personal property and other tangible personal property;
(b) the corporate seals, certificates of incorporation, minute books, stock books, tax returns, books of account and/or other records having to do with corporate organization of Seller
(c) any cash or cash equivalents held by or on behalf of Seller;
(d) all securities;
(e) all office and other supplies;
(f) all inventory;
(g) all rights under any written or oral contract, agreement, plan, instrument, registration, license, certificate of occupancy, other permit, certification, authorization or approval of any nature, or other document, commitment, arrangement, undertaking, practice or authorization;
(h) all rights under any patent, trademark, service xxxx, trade name or copyright, whether registered or unregistered, and any applications therefore;
(i) all technologies, methods, formulations, data bases, trade secrets, knowhow, inventions and other intellectual property used in the Business or under development;
(j) all rights or choices in action arising out of occurrences before or after the Closing, including without limitation all rights under express or implied warranties relating to the Assets, exceptrelating to Excluded Assets in 1.1.2;
(k) all records, manuals and other documents (collectively, the “Records”) relating to or used in connection with the Seller’s quality assurance/quality control programs, if any, developed for the Business, records relating to personnel qualifications in connection with the quality assurance/quality control program and administration of any quality assurance program; provided, however, that after the Closing the Purchaser will promptly provide Seller with access to and copies of any original documents comprising the Records which Seller or the Shareholder requests;
(l) all work in process, meaning all claims for services performed or goods sold prior to the Closing and billed by the Seller;
(m) all notes receivable owing to the Seller;
(n) all Maintenance Contracts, except those ...
Included Assets. On the terms and subject to the conditions set forth in this Agreement, the Company hereby agrees to sell, assign, transfer and deliver to Purchaser on the "Closing Date" (as hereinafter defined), and Purchaser agrees to purchase from the Company on the Closing Date, all of the rights, title and interest of the Company in and to any and all assets owned by the Company on the Closing Date, other than the assets described in Section 1.1(b) hereof. The assets being transferred by the Company to Purchaser hereunder (such assets being hereinafter collectively referred to as the "Assets") shall include all the assets (other than the assets described in Section 1.1(b) hereof) of every kind, nature and description whatsoever, whether real, personal or mixed, tangible or intangible, and wherever situated, which are owned by the Company on the Closing Date, and shall include, without limitation:
(i) All cash, cash equivalents, marketable securities, accounts receivable and prepaid expenses of the Company;
(ii) All notes receivable, deposits and advances of the Company;
(iii) All finished products, work-in-process, raw materials, spare parts, stores and supplies, and other inventory items;
(iv) All machinery, equipment, business machines, vehicles, furniture, fixtures, leasehold and building improvements and other tangible property of the Company of every kind utilized in connection with the operations of the Company's business, whether or not carried on the Company's books;
(v) All right, title and interest of the Company in all contracts, agreements, or other instruments relating to the Company's business, including, without limitation, all contracts listed on Schedule 3.21 hereto, any purchase orders for machinery, equipment, inventory, supplies and all other items, and all sales contracts, broker agreements, leases of real and personal property and licenses;
(vi) All books and records, customer lists, customer credit information, technical data, sales literature, correspondence and computer printouts;
(vii) All patents, copyrights, know-how, technical documentation, trade secrets, trademarks and trade names (and all applications therefor) owned by the Company, including, without limitation, those set forth on Schedule 3.20 hereto;
(viii) All other rights of the Company with respect to any patents, copyrights, know-how, technical documentation, trade secrets, trademarks and tradenames; and
(ix) All other intangibles of any kind or description, wherever located , t...
Included Assets. Upon the terms and subject to the satisfaction of the conditions contained in this Agreement, at the Closing, Seller will sell, assign, convey, transfer and deliver, or cause to be sold, assigned, conveyed, transferred and delivered, to Buyer, and Buyer will purchase, assume and acquire from Seller free and clear of all Encumbrances (except for Permitted Encumbrances), all of Seller's right, title and interest in and to the properties and assets constituting, or primarily used in the ownership, maintenance or operation of, Palisades and the Big Rock ISFSI at or prior to the Closing (other than the Excluded Assets) (collectively, the "Included Assets"), including the following:
(a) The land described on Schedule 2.1(a) (which land comprises the Sites) together with all buildings, facilities, fixtures and other improvements thereon including the Facilities (but excluding any personal property of Seller thereon) and all rights arising out of the ownership thereof or appurtenances thereto, including all related easements, all related rights of ingress and egress, the water intake and discharge structures to the extent such may be deemed real property (collectively, the "Real Property");
(b) All machinery, mobile or otherwise, equipment (including computer hardware and communications equipment), vehicles, tools, spare parts, materials, works in progress, furniture and furnishings and other items of personal property used primarily in connection with the ownership, maintenance or operation of Palisades and the Big Rock ISFSI, including that listed on Schedule 2.1(b) (collectively, "Tangible Personal Property");
(c) All Nuclear Fuel Inventories and Facility Inventories wherever located, and all Nuclear Materials located at the Sites at Closing which Nuclear Materials were used at or in connection with Palisades or Big Rock Point Plant Operating Facility and resulted from the operation or maintenance of Palisades or Big Rock Point Plant Operating Facility;
(d) Subject to the provisions of Section 6.4(d), all rights of Seller under the Fuel Contracts, the Non-material Contracts and the Seller's Agreements;
(e) All Transferable Permits;
(f) To the extent permitted by Law, except for the books and records that are Excluded Assets, all books, operating records, licensing records, quality assurance records, purchasing records, and equipment repair, maintenance, safety or service records, operating, safety and maintenance manuals, inspection reports, environmental asses...
Included Assets. The Assets shall include, without limitation, the following assets, properties and rights of Seller (and, as applicable, CHE) used in the conduct of, or generated by or constituting, the Business but shall not include the Excluded Assets:
(a) all of the real property leases held by CHE or Seller (including all rights under lease) and used in the operation or conduct of the Business which are identified on Exhibit A-1 hereto (the "Leases"), together with all leasehold improvements owned by CHE or Seller that are located in or on such leasehold interests, subject to the Leases relating thereto, including, without limitation, all security deposits, utility deposits and any other deposits (the "Leased Property").
(b) all tenements, hereditaments, easements, rights-of-way, rights, licenses, patents, rights of ingress and egress, reversionary interests, privileges and appurtenances belonging, pertaining or relating to the Leased Property, any and all rights to the present or future use of wastewater, wastewater capacity, drainage, water or other utility facilities relating to the Leased Property, including, without limitation, all reservations of or commitments or letters covering any such use in the future, whether now owned or hereafter acquired, and the entire right, title and interest of Seller, if any, in, to and under all streets, ways, alleys, passages, strips, gores, pipes, pipelines, sewers, sewer rights, ditches, waters, water courses, water rights and powers, air rights, railroad sidings, minerals, mineral rights and mineral interests adjoining, upon, above, in, under or pertaining to the Leased Property; all options and rights to purchase or otherwise acquire real property that is adjacent to or nearby the Leased Property, and all claims or demands whatsoever of CHE or Seller, either in law or in equity, with respect to the Leased Property, including, without limitation, any unpaid awards to be made relating thereto, including any unpaid awards or damages payable by reason of damage thereto or by reason of a widening of any adjoining streets or roads or a changing of the grade with respect to same, but in each case only to the extent Seller or CHE or any subsidiary of either owns and has the right to convey the same to Purchaser.
(c) all appliances, kitchen equipment, office equipment and other equipment, tools, spare parts, signage, decor items, furniture, furnishings, leasehold improvements, dinnerware, glassware, flatware, linens and other tangibl...
Included Assets. For purposes of this Agreement, "Luminent Assets" shall mean (without duplication) the following Assets, except as otherwise provided for in any other Ancillary Agreement or other express agreement of the parties:
Included Assets. For purposes of this Agreement, "ROXIO ASSETS" shall mean (without duplication) the following Assets, except as otherwise provided for in any Ancillary Agreement or other express agreement of the parties:
Included Assets. For purposes of this Agreement, "Palm Assets" shall mean (without duplication) the following Assets, except as otherwise provided for in any other Ancillary Agreement or other express agreement of the parties:
Included Assets. Subject to the terms and conditions set forth below, Seller agrees to sell and Buyer agrees to purchase all of Seller’s right, title and interest in and to the following real and personal property interests, other than the Excluded Assets (the “Property”):
(1) the refined products pipelines (the “Pipelines”), the refined products and crude oil tank farms (the “Tank Farms”) and the refined products terminals (the “Terminals”) all as shown on Exhibits “A” – Maps and “A-1” – System Descriptions, attached hereto and made a part hereof;
(2) all fee interests in real property described and shown on Exhibit “B” attached hereto and made a part hereof (“Real Property”);
(3) rights-of-way and permits appurtenant to or associated with the Pipelines, the Tank Farms or the Terminals as further described on Exhibit “C”, attached hereto and made a part hereof (“Rights-of-Way and Permits”);
(4) the assigned contracts as further described on Exhibit “D” attached hereto and made a part hereof (“Assigned Contracts”);
(5) any and all pipe, tanks, loading racks, pumps, motors, valves, fittings, miscellaneous equipment and facilities, and buildings associated with the Pipelines, the Tank Farms or the Terminals as further described on Exhibit “E” attached hereto and made a part hereof (“Equipment”); and
(6) the Books and Records.
Included Assets. Subject to the terms and conditions hereof, as of the closing date referred to in Section 3 below (the “Closing Date”), the Seller will sell, convey, transfer, assign and deliver to the Buyer, free and clear of any lien, charge or encumbrance of any kind other than those permitted encumbrances set forth on Schedule 1B attached hereto (“Permitted Encumbrances”), and, the Buyer will purchase from the Seller as of the Closing Date, at the purchase price provided for in Section 2 below, the properties and assets of the Seller, as existing on the Closing Date, listed in Schedule 1A hereto (the “Assets”). The Assets to be sold include those agreements listed on Schedule 1A (the “Assigned Agreements”). Only the Assets listed in Schedule 1A are included in the sale.
Included Assets. For purposes of this Agreement, "SEMICONDUCTOR ASSETS" shall mean (without duplication) the following Assets, except as otherwise provided for in any Ancillary Agreement or other express agreement of the parties:
