Other Assets and Liabilities a. The Parties represent that they have no assets other than those reflected on their respective Rule 401 Financial Statements, all of which have been addressed in this Agreement.
Other Assets and Liabilities. Brazos has no material assets other than the Properties and Facilities owned and to be acquired pursuant to the Lease Documents and the commitments of its limited partners to make capital contributions to Brazos, has no material liabilities other than pursuant to the Lease Documents and the Credit Documents, and has incurred no Indebtedness other than pursuant to the Credit Documents.
Other Assets and Liabilities. Notwithstanding the provisions of Clause 2.1 up to and including 2.6, the Transferor hereby transfers and delivers the legal title of all other existing assets, business assets, liabilities and/or contracts of the Transferor, if any, to AMT BV and AMT BV hereby acquire and accept from the Transferor all such other assets, including but not limited to cash, business assets, liabilities and/or contracts.
Other Assets and Liabilities. In addition to the matters described above, NewCo would receive assets from B&N and assume liabilities of B&N primarily related to B&N’s digital device, digital content, eCommerce and college bookstore businesses, including, without limitation: · Digital device manufacturing and development work and rights; · App software development work and rights; · Intellectual property associated solely with the digital device, digital content and college bookstore businesses (including related patents, the Nook trademark, copyrights and licenses for digital content and a license for use of (but not ownership of) the Bxxxxx & Nxxxx name and trademark, but only including certain urls, such as bxxx.xxx, nxxx.xxx and nxxxxxxxx.xxx); · Customer data originating in B&N’s digital device and college bookstore businesses and rights to maintain digital lockers for digital customers, in each case, subject to applicable restrictions under privacy policies and applicable law and regulation; · Rights to sell digital content; · Litigation and claims arising out of or relating to the businesses, assets and liabilities to be transferred to NewCo;
Other Assets and Liabilities. The net amount of any other such assets or liabilities, including (i) any assets or liabilities related to any discontinued operations of Target or not otherwise related to either Business or otherwise described in clause (c) of this Section, which may include environmental, retiree medical, or similar liabilities and (ii) investment banking and merger and acquisition advisory fees incurred by or on behalf of PGI or DTA in connection with the Target Acquisition, shall increase the purchase price of the Apparel Fabric Business by 50.0% of the total of such amounts and shall increase the purchase price of the Nonwovens Business by 50.0% of the total of such amount; provided, if such adjustment is not practicable because of the nature of the assets or liabilities, such assets or liabilities shall be acquired by, assumed by or borne by, respectively, each Business in the respective percentage.
Other Assets and Liabilities. Any assets and liabilities which directly relate to and are divisible with the relevant land or forestry assets in a Parcel should be included in that Parcel and taken into account in determining its value. Other assets and liabilities of MFG or its subsidiaries should not be included in any Parcel and should be valued by the Independent Valuers in accordance with clause 12.1(b) and shall instead remain respectively an asset and liability of MFG or its relevant subsidiary, and the net value of deficit of the Other Assets and Liabilities shall be taken into account in determining the amount of any Cash Boot, the aim of this provision being to ensure that there is no material distinction between the value an MFG shareholder would receive if the provisions of clause 3.4.(Sale Notice) and clause 3.5 (Valuation of a Sale Interest) applied as opposed to the Partition Plan
Other Assets and Liabilities. Except for the Inspire Assets, Inspire has no material assets or properties. Except for the Actions set forth on Schedule 5.1.12, the Assumed Liabilities, the Product Liabilities and any Excluded Taxes not yet due and payable, Inspire has no Liabilities accrued or otherwise payable as of the Closing Date.
Other Assets and Liabilities. All other assets and liabilities that remain after Closing and are reflected on the Financial Statements shall be distributed to Tower Tech and shall become the sole property and obligation of Tower Tech. All financial records of the Joint Venture of any kind are specifically included as assets hereunder and shall be distributed to Tower Tech.
Other Assets and Liabilities. Except for the Inspire Assets, Inspire has no material assets or properties. Except for the Actions set forth on Schedule 5.1.12, the Assumed Liabilities, the Product Liabilities and any Excluded Taxes not yet due and payable, Inspire has no Liabilities accrued or otherwise payable as of the Closing Date. 5.1.9 Inspire Contracts. Except as otherwise set forth on Schedule 5.1.9, Merck has made available to Buyer complete and correct copies of the Inspire Contracts. Inspire is not a party to any Contract other than the Inspire Contracts. Each of the Inspire Contracts is in effect as of the Closing Date and constitutes a legal, valid and binding agreement, enforceable in accordance with its terms, of Merck or Inspire, as applicable, and the other parties thereto. Neither Merck nor Inspire, nor, to the Knowledge of Merck, any other party thereto has failed to perform or is otherwise in breach in any material respect of any of the Inspire Contracts. Neither Merck nor any of its Affiliates has received any written notice of termination, cancellation or non-renewal with respect to any Inspire Contract, and to the Knowledge of Merck, no other party to an Inspire Contract plans to terminate, cancel or not renew such Contract. 5.1.10
