Purchased Assets; Excluded Assets. (a) The term “Purchased Assets” means all of the assets primarily used or held for use in the Business, including each Seller’s right, title and interest in, to and under the following properties and assets (tangible or intangible), in each case to the extent used in the Business and in each case other than the Excluded Assets:
Purchased Assets; Excluded Assets. (a) Upon the terms and subject to the conditions of this Agreement, Seller hereby sells, assigns, conveys, transfers, and delivers to Purchaser free and clear of all Liens (other than Permitted Liens), and Purchaser hereby purchases from Seller, all of the right, title, and interest of Seller in and to all of the assets, properties, and rights of Seller relating to or used by Seller in the conduct of the Business, directly or indirectly, in whole or in part, of every type and description, real, personal, or mixed, tangible and intangible, wherever located and whether or not reflected on the books of Seller, including, without limitation, the following, as the same exists as of the date hereof (in all cases, other than the Excluded Assets):
(i) all tangible personal property and interests therein owned or leased by Seller, including all Equipment, inventory, training materials and the like, that are related to or used by Seller in the conduct of the Business, wherever located, and any assignable warranties of third parties with respect thereto and rights to refunds or rebates in connection therewith;
(ii) all of Seller’s right, title, and interest in, to and under (A) any purchase order or any Customer Contract providing for the delivery or provision of any Products after the Closing Date (for the avoidance of doubt, Purchaser is not assuming the underlying Customer Contract unless specifically listed on Schedule 1.1(a)(ii)) and (B) the Contracts set forth on Schedule 1.1(a)(ii) (the “Assumed Contracts”) and, in each case, all rights (including rights of refund and offset), privileges, deposits, claims, causes of action, and options relating or pertaining thereto;
(iii) all Accounts Receivable;
(iv) all Cash (except such Cash as reasonably required by the Assignee to wind down and dissolve the Seller’s Business in an amount not to exceed $25,000.00), prepaid expenses, deposits, and credits and rights relating to or utilized in the Business;
(v) all Business Intellectual Property and Business software, together with all income, royalties, damages, and payments due or payable at the Closing or thereafter (including damages and payments for past or future infringements or misappropriations thereof) with respect thereto, the right to sue and recover for past infringements or misappropriations thereof, any corresponding rights that, now or hereafter, may be secured throughout the world and all copies and tangible embodiments of any such Intellectual Property, in...
Purchased Assets; Excluded Assets. At the Closing, Purchaser is purchasing from Seller, and Seller is selling, conveying, transferring, assigning and delivering or causing to be sold, conveyed, transferred, assigned and delivered, to Purchaser, all of Seller’s rights, title and interest in, to and under the Purchased Assets, free and clear of all Liens. Purchaser is not purchasing and shall not purchase or acquire or otherwise obtain any right, title or interest in, to or under any Excluded Asset.
Purchased Assets; Excluded Assets. (a) As used herein, the term “Assets” refers to the following and all of Seller’s right, title and interest therein:
(i) the leasehold estates created by the oil and gas leases described in Exhibit A attached hereto and mineral interests (the “Leases”) and in and to the lands covered by the Leases, including without limitation the lands described in Exhibit A (the “Lands”), and the oil, gas and all other hydrocarbons (“Hydrocarbons”) attributable to the Leases and the Lands, and all rights to Hydrocarbon production after the Effective Time relating to the Leases and the Lands, including, without limitation, all reversionary interests, backin interests, overriding royalty interests, production payments, net profits interests and mineral and royalty interests in production of Hydrocarbons;
(ii) the existing oil and gas xxxxx as described in Exhibit B (the “Xxxxx”), any gathering and flowlines associated with the Xxxxx (the “Flowlines”) up to their connection with the gathering systems owned by Collbran Valley Gas Gathering, LLC, or the Hidden Creek Pipeline described in Section 2.2(a)(viii) below, and the undrilled well locations located on the Leases as described in Exhibit B (the “Well Locations”) (the Leases, the Lands, Hydrocarbons, the Xxxxx, the Flowlines and the Well Locations are referred to herein collectively as the “Properties” or individually as a “Property”);
(iii) all of Seller’s existing and effective sales, purchase, exchange, gathering, transportation and processing contracts, operating agreements, balancing agreements, farmout agreements, service agreements, equipment leases and other contracts, agreements and instruments (“Contracts”);
(iv) all rights and interests in, under or derived from all unitization and pooling agreements in effect with respect to the Properties and the units created thereby which accrue or are attributable to the interests of Seller in the Properties;
(v) all permits, licenses, servitudes, easements, rights-of-way and other surface agreements used in connection with the ownership or operation of the Properties or the Personal Property;
(vi) all equipment, machinery, fixtures, and other real, personal, and mixed property, operational and nonoperational, known or unknown, located on the Properties or the other Assets described above as of the Closing Date, including, without limitation, the field and gathering assets specifically described in Exhibit C, and all other saltwater disposal xxxxx, well equipment, casing, ...
Purchased Assets; Excluded Assets. The term "
Purchased Assets; Excluded Assets. (a) Purchaser agrees to purchase, or cause to be purchased by a Purchasing Affiliate, from Seller or a Selling Affiliate, and Seller agrees to sell, convey, transfer, assign and deliver, or cause to be sold, conveyed, transferred, assigned and delivered, to Purchaser or a Purchasing Affiliate, at the Closing, all of Seller’s or any Selling Affiliate’s right, title and interest in, to and under each of the Purchased Assets, free and clear of all Liens, other than Permitted Liens. Purchaser shall not purchase or acquire or otherwise obtain, or cause to be purchased or acquired or otherwise obtained by a Purchasing Affiliate, any right, title or interest in, to or under any Excluded Asset.
(b) On the date hereof, Purchaser is transmitting to the French Selling Affiliates the French Offer Letter, pursuant to which Purchaser is offering to purchase and assume, or cause to be purchased and assumed by a Purchasing Affiliate, from the French Selling Affiliates, as applicable, the France NRB Assets and the France NRB Liabilities. If the French Offer Letter is accepted by the French Selling Affiliates, such purchase and assumption will be governed by the French Offer Letter, the France Purchase Agreements and this Agreement.
Purchased Assets; Excluded Assets. (a) The Purchased Assets means (i) all of the assets of Seller used primarily in the Business or necessary for the operation of the Business (in each case, excluding the Excluded Assets) and (ii) none of the assets of Subsidiaries of LBHI (other than assets of LBI) except as otherwise specifically provided in the Agreement or this Letter. Purchased Assets shall include:
(i) the items set forth in clauses (b), (c) and (f) through (o) and (q) through (s) of the definition of “Purchased Assets” in the Original Agreement;
(ii) with respect to clauses (a), (d) and (e) of the definition of “Purchased Assets” in the Original Agreement, instead of the items referred to in such clauses, (A) the securities owned by LBI and transferred to Purchaser or its Affiliates under the Barclays Repurchase Agreement (as defined below) as specified on Schedule A previously delivered by Seller and accepted by Purchaser, (B) such securities and other assets held in LBI’s “clearance boxes” as of the time of the Closing, which at the close of business on September 21, 2008 were as specified on Schedule B previously delivered by Seller and accepted by Purchaser (provided, however, that Purchaser in its discretion may elect within 60 days after the Closing to return any such securities to LBI); provided, that no securities owned by LBHI or any Subsidiary of LBHI (other than LBI and other than as specified in the Agreement or clause (iii) below) are Purchased Assets and (C) exchange-traded derivatives (and any property that may be held to secure obligations under such derivatives) and collateralized short-term agreements;
(iii) the equity of Xxxxxx Brothers Canada, Inc., Xxxxxx Brothers Sudamerica SA and Xxxxxx Brothers Uruguay SA; and
(iv) all prime brokerage business and accounts and repurchase agreement operations and securities lending operations of the Business (for the avoidance of doubt, other than those that are part of the IMD Business); and
(v) any rights or interests Seller may have with respect to any escrow or other account established in connection with the Global Research Analyst Settlement entered by the U.S. District Court on October 31, 2003 (the “Research Settlement”), or funds otherwise set aside for the procurement of independent research pursuant to the Research Settlement, but only to the extent that Purchaser is required to make payments in accordance with the Research Settlement as a result of its acquisition of LBI’s investment banking and research operations....
Purchased Assets; Excluded Assets. Except as otherwise provided in Section 2.01(b), at the Closing, Purchaser agrees to purchase from the Asset Sellers, and Seller agrees to, and agrees to cause each other Asset Seller to sell, convey, transfer, assign and deliver, or cause to be sold, conveyed, transferred, assigned and delivered, to Purchaser, all of each Asset Seller’s right, title and interest in, to and under the Purchased Assets, free and clear of all Liens, other than, in the case of all Purchased Assets other than the Purchased Shares, Permitted Liens. Purchaser shall not purchase or acquire or otherwise obtain any right, title or interest in any Excluded Asset.
Purchased Assets; Excluded Assets. Pursuant to the terms set forth herein, at the Closing, Seller will sell, assign, transfer, convey and deliver to Buyer, and Buyer will purchase, acquire and accept from Seller, all of the tangible and intangible assets of Seller related to, or used in or held for use in connection with, the Business (including the assets of Seller set forth on Schedule 1.1(a)(i)), other than the Excluded Assets (collectively, the “Purchased Assets”), in each case, free and clear of all Encumbrances. Notwithstanding anything in this Agreement to the contrary, the Purchased Assets will not include any assets set forth on Schedule 1.1(a)(ii) (the “Excluded Assets”).
Purchased Assets; Excluded Assets. (a) At the Effective Time, the Transferor does hereby sell, transfer, assign, convey and deliver as hereinafter provided, without representation or warranty of any kind, express or implied (except to the extent expressly provided for in this Transfer and Assignment and in the Purchase and Assumption Agreement) to the Transferee, and the Transferee shall purchase, accept, assume and acquire as hereinafter provided, without representation or warranty of any kind, express or implied (except to the extent expressly provided for in this Transfer and Assignment and in the Purchase and Assumption Agreement) from the Transferor, all of the following:
(i) The New York Appointments set forth on Exhibit A of this --------- Transfer and Assignment and all ongoing rights, obligations and duties of the Transferee under such Appointments.
(ii) All other Purchased Assets attributable or related to such New York Appointments.
(b) Notwithstanding the foregoing, the Transferor does not transfer to the Transferee any "Excluded Assets" as defined in Section 2.1(b) of the Purchase and Assumption Agreement.
