Required Assets Defined. As used in this Agreement, the term “Required Assets” means, collectively, Seller’s right, title and interest in and to the assets listed in Exhibit B attached hereto, provided, however, that the Required Assets shall not, under any circumstances, include Seller’s or Assignor’s (i) cash, (ii) accounts receivable, (iii) claims or preference or fraudulent conveyance recoveries under applicable law, (iv) state or federal tax refunds, (v) insurance refunds or recoveries, (vi) utility or leasehold security deposits, and (vii) the “Excluded Assets” (defined below). Buyer shall promptly execute and deliver to Seller any and all such further assignments, endorsements and other documents as Seller may reasonably request for the purpose of effectuating the terms and conditions of this Section. For the avoidance of doubt, it is the intent of the parties hereto that none of the Excluded Assets shall be transferred to Buyer. The parties hereto acknowledge and agree that the Required Assets only comprise a limited and narrowly defined portion of the overall Assets and that the Excluded Assets comprise the majority of the Assets.
Required Assets Defined. As used in this Agreement, the term “Required Assets” means, collectively, Seller’s right, title and interest in and to (a) all intellectual property rights or interests relating in any way to all or any part of the Asempra BCS product family, including, without limitation, any software, hardware and firmware relating thereto, in object and source code form; all patents, copyrights, trademarks, trade secrets and other applications therefore; all user manuals, reference manuals and other documentation and materials relating to any Required Assets; and any derivative works, foreign language versions, fixes, upgrades, updates, enhancements and new versions thereof; (b) any and all rights, claims and interests relating to the Required Assets, any employee or third party confidentiality nondisclosure, intellectual property or other proprietary rights assignment agreement, or any claims or rights for breach thereof, as the same relate to Required Assets; and (c) those assets listed in Exhibit B attached hereto, provided, however, that the Required Assets shall not, under any circumstances, include Seller’s or Assignor’s (i) cash, (ii) accounts receivable, (iii) claims or preference or fraudulent conveyance recoveries under applicable law, (iv) state or federal tax refunds, (v) insurance refunds or recoveries, (vi) utility or leasehold security deposits, (vii) customer contracts, and (viii) real property leases. However, the remaining assets of Seller shall be stripped of all Required Assets, including the removal of all software and documentation from such assets besides Required Assets, with no trace of any Required Assets left behind at Seller. Buyer shall promptly execute and deliver to Seller any and all such further assignments, endorsements and other documents as Seller may reasonably request for the purpose of effectuating the terms and conditions of this Section.
Required Assets Defined. As used in this Agreement, the term “Required Assets” means, collectively, Seller’s right, title and interest in and to the assets listed in Exhibit B attached hereto, provided, however, that the Required Assets shall not, under any circumstances, include Seller’s or Assignor’s (i) cash, (ii) accounts receivable, (iii) claims or preference or fraudulent conveyance recoveries under applicable law, (iv) state or federal tax refunds, (v) insurance refunds or recoveries, (vi) utility or leasehold security deposits, and (vii) the “Excluded Assets” (defined below). Buyer shall promptly execute and deliver to Seller any and all such further assignments, endorsements and other documents as Seller may reasonably request for the purpose of effectuating the terms and conditions of this Section. For the avoidance of doubt, it is the intent of the parties hereto that none of the Excluded Assets shall be transferred to Buyer. The parties hereto acknowledge and agree that the Required Assets only comprise a limited and narrowly defined portion of the overall Assets and that the Excluded Assets comprise the majority of the Assets. For purposes of this Agreement, the term “Excluded Assets” means any and all properties, rights, contracts, claims or other assets other than those specifically listed or described in Exhibit B. For the avoidance of doubt, Excluded Assets include (and Required Assets do not include), any and all properties, rights, contracts, claims or other assets owned by either Assignor or Seller, except for the Required Assets, including, but not limited to, any business conducted by Assignor and its subsidiaries that is not primarily engaged in the 5300 PM Generator Business, including the design, development, research, licensing, distribution, sale, support and maintenance of all products and services (including, but not limited to, 6000, 7000, 8000 and 9000 series generators, converters or motors), other than the Products.
Required Assets Defined. (A) As used in this Agreement, subject to the provisions contained herein, the term "REQUIRED ASSETS" means, collectively, Seller's right, title and interest, if any, in and to the Assets (other than Excluded Assets), including, without limitation, the following:
Required Assets Defined. As used in this Agreement, the term “Required Assets” means, collectively, Sellers’ respective right, title and interest in and to the assets listed in Exhibit D attached hereto, provided, however, that the Required Assets shall not, under any circumstances, include any of the Sellers’ or Assignors’ (i) cash, (ii) claims or preference or fraudulent conveyance recoveries under applicable law, (iii) state or federal tax refunds, (iv) insurance refunds or recoveries, and (v) utility or leasehold security deposit. Buyer shall promptly execute and deliver to Sellers any and all such further assignments, endorsements and other documents as Sellers may reasonably request for the purpose of effectuating the terms and conditions of this Section.
