No Excluded Assets Sample Clauses

No Excluded Assets there are no Miscellaneous Interests or Tangibles excluded from the Assets except those set forth in Schedule "G";
Sample 1Sample 2
AutoNDA by SimpleDocs
No Excluded Assets. Purchaser shall not have the right to exclude any Hotel Assets or other portions of the Property from the transactions contemplated herein for any reason whatsoever other than as expressly set forth in the balance of this Section 2.6; provided that, notwithstanding anything in this Section 2.6 to the contrary, (i) under no circumstances will Purchaser be permitted to exclude the Hotel Assets described in Exhibits A-25 (Hampton Inn Chattanooga, TN), A-30 (Hampton Inn Columbus, GA) and A-35 (Hampton Inn Fayetteville, NC) from the Property, (ii) after giving effect to any permitted substitutions of Hotel Assets under this Section 2.6, under no circumstances may the Excluded Hotel Assets that are First Pool Assets have aggregate Allocated Loan Amounts that exceed ten percent (10%) of the aggregate Allocated Loan Amounts of all Individual Properties (as such terms are defined in the Loan Agreement) unless Purchaser has obtained a waiver in writing from Lender of the application of Section 2.5.2(iii)(a) of the Loan Agreement to the exclusion of such Excluded Hotel Assets, and (iii) under no circumstances may the total number of Excluded Hotel Assets at any time exceed ten (10). The Hotel Assets which each individual Purchaser will acquire (along with all other portions of the Property related thereto) are set forth on Schedule 1B.
Sample 1Sample 2
No Excluded Assets. Purchaser intends to acquire and Seller intends to transfer all of the assets of the Seller, and therefore there shall not be any assets, interests, or rights excluded from the Purchased Assets, and Seller shall not retain any residual right, title or interest in or to Purchased Assets, the Audio Conferencing Business, the Glyphics Software or any other asset or right related to Glyphics' products and services other than the amount of cash reflected in Section 1.8 below. 1.3
Sample 1
No Excluded Assets. The Purchased Assets shall not exclude any of the assets of the Seller, pursuant to which upon closing of the Transaction, none of the assets shall remain the property of the Seller.
Sample 1
No Excluded Assets. The parties hereto agree that no assets of the Company, whether tangible or intangible, 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 April 30, 1998, through the Closing Date.
Sample 1
No Excluded Assets. The Sellers hereto agree that no assets of the Company, ------------------ whether tangible or intangible, have been or shall be removed from the Company's premises or from
Sample 1
No Excluded Assets. Notwithstanding anything to the contrary contained herein, there are no assets, properties, and rights of NCA which are excluded in connection with the sale of Shares.
Sample 1
AutoNDA by SimpleDocs

Related to No Excluded Assets

  • 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:

  • Other Excluded Assets All of Seller’s right, title and interest in and to all of its other assets (except for the Acquired Assets).

  • Title to Assets; No Encumbrances Each of the Loan Parties and its Subsidiaries has (a) good, sufficient and legal title to (in the case of fee interests in Real Property), (b) valid leasehold interests in (in the case of leasehold interests in real or personal property), and (c) good and marketable title to (in the case of all other personal property), all of their respective assets reflected in their most recent financial statements delivered pursuant to Section 5.1, in each case except for assets disposed of since the date of such financial statements to the extent permitted hereby. All of such assets are free and clear of Liens except for Permitted Liens.

  • 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”):

  • 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.

  • Title to Assets; Encumbrances Seller owns good and transferable title to all of the Assets free and clear of any Encumbrances. Seller warrants to Buyer that, at the time of Closing, all Assets shall be free and clear of all 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”):

  • 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.

  • Assumed and Excluded Liabilities (a) The “

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