Residual Assets. All other assets of Seller other than the Excluded Assets (as such term is defined in Section 2.2 below).
Residual Assets. To the Seller’s Knowledge, and except as would not reasonably be expected, either individually or in the aggregate, to have Material Adverse Effect on the Company, (i) the Company owns and has sole and exclusive, good and marketable title to all of the Residual Assets, and (ii) there are no liens, claims, or encumbrances of any kind on any of the Residual Assets. The Company has not, since the Company Acquisition Date, dosed any patients in any clinical trial with any drug candidates in the programs relating to the Residual Assets.
Residual Assets. Residual Assets" shall mean the assets of Paradyne remaining after the Asset Sales, related distributions by Paradyne to Lucent and the distribution of promissory notes contemplated by Section 1.4 of the Purchase Agreement.
Residual Assets. One or more charitable organizations selected by the ST Trustees then serving shall be entitled to receive any residual Settlement Trust funds remaining in the Settlement Trust at such time as no Pneumo Abex Asbestos Claim remains pending or unpaid, and, among other things specified in the Settlement Trust Agreement, the ST Trustees shall conclude that it is unlikely that any new Pneumo Abex Asbestos Claim will be asserted against Pneumo Abex. Such charitable organization shall, (i) if practicable, be related, at least in part, to the treatment of, research on, or the relief of individuals suffering from lung disorders, and (ii) not bear any relationship to the ST Trustees, MFW, Xxxxxx or any of their Affiliates.
Residual Assets. Subject to the provisions of any applicable collective bargaining agreement, any residual assets of the Plan shall be distributable to the City if:
(a) all Plan liabilities to Members and their beneficiaries have been satisfied; and
(b) the distribution does not contravene any provision of applicable law.
Residual Assets. All of the remaining intangible assets, including, without limitation, goodwill (Purchaser understands that Seller does not have any goodwill reflected on its books with respect to the Seller Office), associated with the Seller Assets, Seller Office, and Seller Deposit Liabilities and any claims of Seller against third parties with respect to such Seller Assets, Seller Office and Seller Deposit Liabilities, to be transferred to the Purchaser hereunder.
Residual Assets. All of the remaining intangible assets, including, without limitation, goodwill (Purchaser understands that Seller does not have any goodwill reflected on its books with respect to the Seller Offices), associated with the Seller Assets, Seller Offices and Seller Deposit Liabilities and any claims of Seller against third parties with respect to such Seller Assets, Seller Offices and Seller Deposit Liabilities, to be transferred to the Purchaser hereunder; provided, that Seller shall not hereby transfer to Purchaser any intangible assets that relate solely to the real estate at which the Seller Office on Broadway (the "Broadway Office") is situated.
Residual Assets. All residual assets of the Transferor that exist after winding down and liquidating the affairs of the Transferor as allowed by Iowa Code section 504.1405.
Residual Assets. All of the remaining intangible assets including goodwill associated with the Assets and Liabilities to be transferred to the Buyer hereunder, prepaid expenses and security deposits, insurance commissions receivable, and miscellaneous receivables (the "Residual Assets").
Residual Assets. The balance of the Purchase Price remaining after allocation to the Assets in subsections (a) through (i) above. The parties each agree to file all applicable Tax (as defined in Section 11.01 hereof) returns and other required Tax-related schedules and documents in accordance with the fair market values and allocations set out above and will not adopt or otherwise assert Tax positions inconsistent therewith.
