OTHER ASSETS; SERVICES Sample Clauses

OTHER ASSETS; SERVICES. Any trademarks or tradenames or other intellectual property associated with the Excluded Facilities or the Excluded Assets will be retained by the Company after the Closing. With respect to fixed assets included in the Excluded Assets, the Company will use commercially reasonable efforts prior to Closing to sell or liquidate such assets; PROVIDED, HOWEVER, that if as of the Closing the Company has been unable to sell or liquidate such assets notwithstanding such efforts, if requested by the Parent, the Company will use its reasonable efforts to sell or liquidate such fixed assets for a period not to exceed 60 days after the Closing (it being understood that the Company will not be required to provide more than one member of management in respect of these activities). The Buyer may purchase any racking included in the fixed assets (to the extent the Company does not otherwise sell or transfer such racking to Landlords in connection with the termination of the Excluded Leases) for no consideration, except the Buyer will pay for any costs of removing and/or shipping such racking. With respect to any inventory included in the Excluded Assets (not otherwise sold to an unaffiliated third party under SECTION 1.5(a)(i)), the Buyer will purchase any such inventory at the Closing subject to the terms and conditions of the Inventory Purchase Agreement substantially in the form of EXHIBIT A hereto (the "INVENTORY PURCHASE AGREEMENT"). On or prior to the fifth (5th) business day preceding the Closing, the Company will conduct a physical count of the inventory at the Excluded Facilities and will permit the Buyer and its representatives to observe and participate in such physical count. The inventory to be purchased pursuant to the Inventory Purchase Agreement will be adjusted to reflect the results of such physical count.
Sample 1
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Related to OTHER ASSETS; SERVICES

  • 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.

  • 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;

  • Other Assets i. Shares of other investment companies (open- or closed-end funds and ETFs) the assets of which consist entirely of Eligible Assets based on the Investment Adviser’s assessment of the assets of each such investment company taking into account the investment company’s most recent publicly available schedule of investments and publicly disclosed investment policies.

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

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

  • 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):

  • Retained Assets (a) Notwithstanding Section 2.1(a), all of Seller's right, title and interest in the following properties, assets and rights shall be excluded from the Assets (collectively, the "Retained Assets"):

  • Acquired Assets Subject to the terms and conditions of this Agreement, at and as of the Closing, Seller shall sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery of, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s right, title and interest in and to the following:

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

  • Cooperation of Seller with a Reconstitution The Seller and the Purchaser agree that with respect to some or all of the Mortgage Loans, after the related Closing Date, on one or more dates (each, a "Reconstitution Date") at the Purchaser's sole option, the Purchaser may effect a sale (each, a "Reconstitution") of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to:

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